Tesla, Inc. — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2015-05-01

Reporting Person: Musk Kimbal (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Common Stock	M	2735.0	$28.43	Acquired	155059	Direct
2015-05-01	Common Stock	M	3666.0	$9.96	Acquired	158725	Direct
2015-05-01	Common Stock	S	1500.0	$221.061	Disposed	157225	Direct
2015-05-01	Common Stock	S	1079.0	$222.081	Disposed	156146	Direct
2015-05-01	Common Stock	S	900.0	$223.005	Disposed	155246	Direct
2015-05-01	Common Stock	S	1300.0	$224.32	Disposed	153946	Direct
2015-05-01	Common Stock	S	700.0	$225.053	Disposed	153246	Direct
2015-05-01	Common Stock	S	922.0	$225.99	Disposed	152324	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-01	Non-Qualified Stock Option (right to buy)	$28.43	M	2735.0	Disposed	2018-06-12	Common Stock (2735)	Direct
2015-05-01	Non-Qualified Stock Option (right to buy)	$9.96	M	3666.0	Disposed	2017-03-02	Common Stock (3666)	Indirect

Footnotes

F1: The sale transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2015.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.630 to $221.544, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.650 to $222.630, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.778 to $223.613, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.800 to $224.656, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.820 to $225.390, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.890 to $226.220, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: 100% of the shares subject to the option shall vest and become exercisable on the earlier of the first anniversary date of the grant or the day prior to the date of the next annual meeting of the stockholders of the Company following date of grant.

F9: 100% of the shares subject to the option became vested and exercisable on March 3, 2011.

F10: The stock option was previously reported as being held indirectly by the reporting person through Jasper Holdings LLC. Jasper Holdings LLC has since been liquidated and the stock option is now directly held by the reporting person.